Black Equinox
by J-Dude2470
Summary: Something has arrived in the mountains of the Everfree Forest, something that could change Equestria forever. Twilight Sparkle and her friends face tragedy and hardship from an enemy that will put all ponykind to the test, an enemy worlds apart.
1. Chapter 1

The Everfree Forest was never a welcoming place for the ponies of Equestria. Those who lived nearest its borders knew to expect the unexpected if they ventured in. Even given this, something was distinctly off. The forest became silent as its residents too sensed this, just before the earth trembled. Startled flocks of birds roosting in the mist-shrouded trees flew off at once. The quake had not been strong, but it was enough to draw the attention of anypony nearby.

Dawn was coming. Purple and red kissed the horizon, but the brighter stars had not faded. Here, as one ruler of this land made way for the coming of the other, two ponies traveled the old mountain path from Stalliongrad.

"You feel that?" said the stallion, an earth-pony with a mint-green coat, his mane and tail white and touched with blue.

"Yes," replied the other; a unicorn mare a shade of faint violet and blood-red hair tipped orange.

"...Do you think it was a landslide?"

The stallion seemed to shrug, eyes scanning his surroundings, deep with mistrust.

"Could've been anything in this place. I'm never exactly thrilled when it comes to these trips."

Few traveled the old path between Stalliongrad and Ponyville these days. The creatures were no less dangerous in the old times than now, but the alternate roads had improved since then. They were longer routes, circumventing the forest altogether. Still the old path was quicker, and the young mare wasn't much for patience, nor her stallion friend for winning arguments.

"But I thought you liked my cousin?" whimpered the unicorn, who scarcely had glanced at her surroundings since the quake.

"Well, generally if I could choose between missing a visit and skirting through these woods, I'd opt-out, Plume' ," The stallion countered, further souring her expression.

"I thought we agreed not to use that nickname...Am I made of smoke, Peppermint?"

"Alright, Plumeria, though...you know...four syllables? Gets a bit wearing... But honestly," he rounded on the gnarled trees below. "who would build a village that bordered THIS, let alone earth ponies? Earth ponies who, y'know, can't fly away, or conjure defenses, or fight off HALF the things living in here. UNLIKE crazy unicorn mares who apparently think it's no big deal."

Plumeria smirked, but did not argue.

"These trees'll hide anything. Way I hear it, Ponyville went through a plague of parasprites AND a rampaging Ursa-Minor, in the same Celestia-forsaken summer."

"Well, maybe some ponies LIKE a little excitement, Pep?" Plumeria offered, face glowing at the notion of a town where the days weren't as dull as in Stalliongrad, home of Equestria's biggest mine and forge.

"Hey, watch it!" shouted Peppermint, hoof shooting out to stop Plumeria whose head was still locked in his direction, heedless to the earth beneath her hooves.

"What-? Oh..." exclaimed Plumeria, looking over the sudden and distinct lack of road. It looked like a great chunk of cliff had broken loose and smashed into the forest below, taking their path with it.

"I guess we know where that landslide happened." said Plumeria, gawking at the mess, eyes like saucers.

"Well, that's just great," fumed Peppermint, kicking a few offending stones into the chasm. "No way we're crossing that."

"Maybe there's a way down?"

"Down?" He retreated a few paces, as if she'd threatened to push him off. "Oh no, no deal. I'm not trudging through these woods off the path. The path is freaky enough."

"We won't strike randomly, we'll follow the cliff. The path drops back down to the woods anyway." she reasoned. "Maybe we can-"

A sudden, rocky "crack" shot out into the morning air. Plumeria had leaned over to look for an easy grade or series of hoof-holds, but the bit of path they'd been standing on gave under their weight. Both shouted in surprise and fear as they slid down atop their modest chunk of mountain at an alarming rate. Her horn glowed red, magic shrouding the rock they were sliding on. Over a good fifty feet they slowed, yet the rock still shattered upon hitting bottom and sent the pair tumbling over hard earth, a few smaller rocks tumbling after them.

"Ulgh...what a ride." groaned Plumeria, getting back on her hooves, visibly fazed by the ordeal...Though not nearly to the extent of her friend.

"Ah, no...! No no no..." Peppermint gazed around, finding no immediate return to the safety of the path. "Hope you're happy you got your wish; now we both get to run screaming from whatever's in there."

But Plumeria, who had only partially heard him, emitted a small gasp, looking past Peppermint to the cliffside. He whipped his head around, seeing nothing. He looked panicked, even a little angry.

"What, what is it? I-I don't see anything! Don't just do that! I'm already freaking out over here!"

"There was something there, something in the cliff with a little yellow eye!"

She cantered over to inspect the mound of loose rocks, lifting some with magic and casting them aside.

"Hey- we already caused ONE pigmy-landslide by foaling around; we don't need to bury ourselves-" He stopped talking as he realized there WAS something behind the rocks. "...too..." he finished. It was narrow, but a negotiable space nonetheless, a faint blue light gleaming within what ought to be utter blackness.

"Oh wow!" cried the young mare. "That landslide must've unearthed some old cave! We've GOTTA check this out!"

The stallion glared. "We're already knee-deep in problems! I want to get back on the path, now!"

"Fine, go scout us a way back. I, however, am checking this out." With that, she trotted inside, Peppermint giving the Everfree Forest one long look.

With a groan, he too darted in.

Both soon realized that the cave wasn't natural. Rough rocks hewn straight from the mountain bore white marks from whatever had gouged them out. Less than a minute of walking into the bowels of the cliff and they came upon a flat wall of grey metal, a large blue bulb glowing near the top.

"It's so pretty...I've heard of stuff like this; bioluminescence." the unicorn mused, extending a hoof.

"No no no, don't touch it-!" cried Peppermint, attempting to stop her, but too late.

The light burned white at her touch as six pill-shaped lights below flashed, before lighting in a sequence. From the left, the second light lit, before the fourth. It continued this pattern, all the lights flashing between each cycle.

"Whatever it is, it's not moss." Peppermint said, realizing the surface was hard and glassy.

Plumeria had a shrewd idea, and hit the sixth light when the lights all flashed.

She was rewarded with a "beep" that rang with encouragement.

"It's a test...! Maybe it's some sort of vault?" she said, hopefully.

Now the lights ran one, then two, then three, and then all flashed again, as if in question.

"Four?" Peppermint offered, fascinated and terrified. Plumeria shook her head.

"No, too easy. Any school-filly would get that. I wonder though..." The only thing she noticed about all the lit numbers was their prime value. She pressed the light that would be next, if she were right: light number five.

All light suddenly extinguished with a deep click, thrusting them into total darkness before odd mechanical noises emanated from somewhere deep within the mountain. A moment later and the wall sank into the floor with another positive tone from the machine, light from within granting them sight as both ponies stared transfixed upon the new space they had revealed.

* * *

><p>It had been nearly a year since Twilight Sparkle first arrived in Ponyville; it was March, the 20th. Spring was in full bloom, and the day of the Vernal Equinox had arrived. Twilight and her friends had been specially invited by Princess Celestia to attend a ceremonial celebration in Canterlot. Nearly a year since the defeat of NightMare Moon, Princess Luna was to join her sister in celebrating a reclaimed unity.<p>

The six mares (and one pint-sized dragon) wore their stunning clothes from last year's disastrous Gala, patched up to their former glory after the abuse they'd undergone. The walk towards the palace was long, but it offered ample time for conversation.

"Oh, I promise I'll never tire of those marvelous towers," cooed Rarity, entranced by the ornate spires of the grandest Equestrian city. Set into the side of a towering mountain, it seemed to defy gravity. "I quiver every time I imagine visiting Canterlot. I'll always envy your fillyhood, Twilight Sparkle."

"It was a nice place to grow up," confirmed Twilight. "Bit formal though."

"So, still running on 'confused' here..." said Spike. "Didn't we honor Luna's return the day she got back?"

"Yeah, I don't get it either." Added Rainbow Dash, hovering restlessly. "Spring Equinox, no Equinox...seems kinda' pointless."

"It's meant to be more meaningful that way." answered Twilight. "The Equinox marks the exact middle-point between the longest and shortest days of the year: the Summer Sun Celebration and the Winter Moon Celebration. A point where night and day are considered equals. Oh, and it's 'Vernal' Equinox, not 'Spring' Equinox."

"But I thought there was one in the fall too; why didn't they do it then?" Dash wondered.

"Easy-peazy, play Parcheesi!" came the high, excitable tones of Pinkie Pie, bounding up behind them. "Who wants to celebrate NEW stuff when all the OLD stuff is withering away?"

"And It's also when all the animals need to find shelter, migrate or hibernate to escape the cold." Added Fluttershy, also advancing to the head of the ranks.

"Actually," chimed Twilight, "that's pretty much it. The latter seasons of the year are representative of endings. Not the best tone to set. But Spring is about-"

"Birds singing, and flowers growing, and bells ringing and the Sun a' glowing!" versed Pinkie Pie.

"Uh, yeah," agreed Twilight with an amused smirk. "New beginnings and new life. And besides, our celebration in Ponyville was informal. This will celebrate the partnership of the princesses with all of Equestria."

They walked seven abroad up the well-kept path to the palace whose brilliant emerald lawn teemed with excited ponies from every corner of Equestria, but only VIPs would have access to the palace itself. Once at the gates, Twilight approached the doorpony, a unicorn.

"Your party, miss...?"

"Twilight Sparkle, seven?" she inquired.

"Twa...twi...Ah yes...Welcome!" He checked a name on his list, his magic unlatching the velvet rope as he ushered them inside.

In ecstasy, Twilight led them to a tall tower not far from the entrance. Naturally, AFTER Rainbow Dash spotted some of the Wonderbolts on their way in the opposite direction and had a requisite hushed-geekout. They ascended a flight of out-door stairs to a door Twilight was all too familiar with. The door surrounded itself with her magic and opened.

"I present to you..." Twilight began. "The Royal Archives!"

Within was a room of white and blue marble, crammed with bookshelves stretching to the ceiling. Ornate furnishings and a magnificent hourglass adorned the cavernous space; a great multi-pane window in place of a wall allowed natural light to fill all but the darkest corners. Through a door set into this window was a balcony, a perfect viewing spot for later.

"Whoo-wee! Aint that a heap a' readin'!" exclaimed Applejack, marvelling despite a general lack of interest in reading.

"This'd keep anypony busy for-" Rainbow Dash paused, leering knowingly at Twilight.

"Pretty much my entire life. Actually, I STILL haven't read everything here. Oh, this place was home away from home when I was a filly. I worked as the Librarian of the Archives as my first real job." Twilight beamed, reminiscing as her friends casually looked over the spines of so many works.

"Till to Chill: A Beginners Guide to Agriculture'?" read Applejack, almost regretting she had. "Now what kind a' pony'd think she'd learn farmin' by readin' some dust-ridden old book? Might as well give foals written instructions on how ta' blink..."

"Oh, you mean like that one chapter from 'Coltman's Optometry', about maintaining an even frequency to maintain lustrous, sparkling eyes?" gushed Twilight, receiving a blank stare from the cowfilly as her question answered itself.

"So" began Spike "what are we meant to be seeing here? I know it's a big to-do, but are the princesses just gonna be passing each other some sacred items or something? Sure it's important and all, but I kinda' hoped there'd be more to this than symbolism." he finished, making some of them grimace.

"Oh, you'll see Spike. I received a hint from the Princess in our invitation. See, there's a more 'practical' reason they waited this long. I take it you've noticed how the Moon's been moving over the past year?"

Spike looked out the window. Indeed, the Moon had been imposing on daylight more and more each day through the months. At present, it seemed to be side-by-side with the Sun.

"Yeah..." Spike said, with legitimate intrigue. "What's up with that?"

"Let's just say I don't think you'll be disappointed." Twilight assured, suppressing the urge to blab.

"Aww, Twilight, don't tie me up in suspense like that!" whined Spike.

Even through the windows, fanfare erupting from below got the attention of every foal, filly and stallion. A few of them gasped before cantering swiftly out onto the balcony. They stared down at the walkway beneath them, where a stallion in a black vest spoke into the mouth of a horn that was spread like a great brass vine to the tops of several towers, amplifying his voice to the benefit of everypony near the palace.

"Fillies and Gentlecolts," he began. "On this, the day of the Vernal Equinox, we celebrate the unity of our most esteemed rulers. Having returned from her place of exile many months ago, Princess Luna, Keeper of The Night, has since reclaimed her unity with our beloved Princess Celestia, restoring the cycle of night and day to its former harmony."

He paused as the crowd cheered in approval with a sound like waves crashing onto shore.

"Now, residents of Equestria, I present your Princesses!" With a flourish, he gestured towards the tallest of Canterlot's towers as the blue streaks and smoky trails of the Wonderbolts soared towards it. Rainbow Dash's face lit up like a bulb at the sight. The figures of Celestia and the significantly smaller Luna stood upon the tower, lights from their horns glowing like beacons for all to see. Suddenly, the sky itself seemed to glow, as several pointed overhead to a glorious white orb that began approaching it's celestial counterpart. A white noise of excited mumbling broke out as the white crescent shrank into the Moon's shadow.

"They're gonna crash!" shouted Spike, whose extending hand was gently pushed down by Twilight.

"Shhh...no they're not; watch..." she whispered, not taking her eyes off the Moon.

Finally, Moon and Sun met, the lunar shadow consuming it entirely so it became pitch black against the brilliance of the other. As it slowly blocked out the Sun, the surrounding sky turned blackish-red as though the heavens themselves were on fire. Finally, a great flash erupted from the Sun's edges as the Moon overtook it entirely, great tendrils of stellar flame dancing outward along its borders. The stars could be easily seen in the sky as a brilliant aurora of every color danced overhead. The ponies watching underneath oohed, aahed and cheered until the Moon relinquished its place with the Sun and came to a rest on the other side, the spell of the eclipse breaking as the sky returned to a brilliant blue.

* * *

><p>"An eclipse! A REAL solar eclipse!" Pinkie Pie bounced up and down as they made their way back down the stairway, talking rapid-fire.<p>

"Oh my gosh, it was so amazing! I never thought I'd see a real eclipse! Well, I never thought I'd see a real sonic rainboom, or an evil mare of darkness, or Twilight single-handedly fend off a super-colossa-gantic-stellar-baby-bear, but I REALLY never thought I'd see a solar eclipse! There hasn't been one a' those in-"

Incredibly, Pinkie tripped herself up and landed with her back legs in the air and her chin on the floor.

"Over a thousand years." Twilight finished for her. "Wow Pinkie, no twitchy-tail?"

Not having moved from her position, Pinkie seemed entirely unfazed. "Nah, I can't Pinkie-Sense myself, silly! What sense would THAT make?" Twilight only smirked, rolling her eyes.

"I've only heard of eclipses in stories." Breathed Fluttershy.

"And about five-hundred astronomy books..." muttered Spike under his breath.

"But I'm rather puzzled, dear." said Rarity. "Why has it been so long?"

"A fair question, Rarity." Came an authoritative, yet youthful voice. They turned toward Princess Celestia, who stood at the bottom steps, multicolored hair drifting as always in an absent breeze. Princess Luna beamed a few steps behind her elder sister, like a shadow.

"Princess- er, Princesses..." Twilight knelt, the others following suit. Celestia smiled and bowed her head.

"It once was that eclipses were occasional events. In times of great hardship or great prosperity, Luna and I would adjoin the Sun and Moon, offering our best wishes or our solace. But after the day my hooves were forced by NightMare Moon..." Celestia barely paused as her sister shifted uncomfortably. "...though I had the power, I couldn't bear to take this last thing. Not while my dear Luna was alive and well, even if she was trapped where I might have never seen her again." Luna seemed touched, smiling warmly up at Celestia. "Though I assumed command of the Moon as well as the Sun, I did so with a heavy heart. I did not for a moment let myself revel in or enjoy the control I was forced to assume."

"Oh, sister...!" cried Luna, her face full of affection as she trotted next to Celestia and nuzzled against her.

Luna turned to the group. "Thank you all so much for coming! It means a lot. I know I caused you all such trouble as NightMare..."

"Aw, don't sweat it." Said Rainbow Dash, kindly. "That was some of the best excitement I've been part of..."

"And besides, " came Applejack. "you were hardly yourself now, were yeh'?"

Luna merely shrugged uncomfortably.

"We're glad you came, but I had actually hoped to speak to you in person, Twilight." Said Celestia.

"Oh..." Twilight fidgeted, not quite meeting her mentor's eyes. "I really don't have anything to report right now..." Celestia waved her down.

"Oh no, no, that's fine. Actually, I wanted to extend an invitation to take a course in some more advanced magic here in Canterlot, " she fashionably paused. "under me."

There were a few short gasps as Twilight's face went blank.

"U-under you?" the lavender mare gawked as Celestia politely nodded.

"Princess...I-I don't know what to say...it would be an honor, but-"

"'But?' Twilight Sparkle, surely you're not declining such an opportunity for our benefit?" exclaimed Rarity, aghast.

"I'm not, it's just-" Twilight spluttered.

"We would never dream of holding you back, Twilight. You should really do this for yourself." Said Fluttershyrecoiling the instant attention turned to her, mumbling "I mean, if you want to..."

"It wouldn't be forever, Twilight; only a few months, really. And I wouldn't ask you to cut yourself off from your friends." Offered Celestia. "I'm sure it would be fine if any of them wanted to come along."

Twilight visibly warmed up to these prospects. She turned to her friends, who didn't need words to know what she was asking.

"Aw, sorry Twi'. Granny n' Macintosh're gonna need me on hand this early in the season. And besides, Ah'm not sure ah'd last uh week here before these high-falutin' folk wore down mah' last apple-buckin' nerve- No a'ffense, yer' Highness..."

"And you, Rarity?" inquired Twilight. The white unicorn seemed torturously torn.

"Oh, it's always been such a dream...but what about the shop?" The seamstress entered an argument with herself.

"Well, I suppose I could run a small operation here- oh how exciting!" negotiated Rarity.

"But what about Sweetie Belle?" her sensible side asked. "Mother and Father went vacationing in Manehattan and left her with me for the month! I couldn't just uproot her from HER friends, after all; it was the very reason she declined to join them."

"Well heck, Rare', we can look after yer' sis' if you want. I bet Apple Bloom'd be pleased as punch! It'd be like havin' a sleepover, every..." Suddenly, Applejack's smile slid off her face entirely. A moment's pause and the smile returned, fake as zirconium."...every night..."

"OH, thankyouthankyouthankyou-so-much, Applejack!" gasped Rarity, hugging the reluctant mare so tightly she might have been fitting her for a corset. She released Applejack from her iron grip before putting a hoof to her mouth and giving a dignified cough. Still, she whispered to herself. "Easy, Rarity old girl. Oh be still, my heart..."

"Well I can come!" exclaimed Pinkie Pie, instantly beside Twilight. "Mr. and Mrs. Cake will understand."

"I'd come too, but...oh, I just can't leave my animal friends behind. They depend on me, y'know..." declined Fluttershy. Twilight nodded.

"Yeah, I know what you mean, but at least I can actually bring Spike along."

Spike had been at Twilight's side, and bore the look of expecting his turn to be asked. Upon hearing this last sentence however, he rather looked as though someone had slapped him, and remained silent.

"Uh...I guess I could transfer here for a while. I bet the weather patrol could benefit from my expert touch..." said Rainbow Dash, the slightest smugness coating her voice as usual.

"Well" began Twilight, "I guess that settles it! I accept."

Celestia nodded in approval, while Spike's expression turned frosty to the notice of no one.

"Very well, my faithful student. You'll have until tomorrow night to be ready, and by sundown an escort will arrive for you."

* * *

><p>Twilight almost burst through her front door.<p>

"Ooh, Spike! Can you believe this? I'm going to be taught higher magic, personally, by the Princess herself!" she paused as her brain churned, her smile not leaving her face. "Oh, I need to let Owlowiscious know. Spike, have you seen him anywhere?"

"No." bristled Spike. "But I guess it's cool to finally be spoken to by the 'great' Twilight Sparkle..." It was as though Spike had thrown a bucket of ice water over her head. She turned, confused.

"Wh-what are you talking about, Spike? Is something wrong; are you feeling okay?" she spoke as though wounded, not understanding why this anger sprang suddenly into existence inside her living room.

"Oh, so NOW you care how I'm feeling? Took you long enough, I guess." Seethed Spike, whose unexplained attitude was starting to irritate her.

"Spike, we don't have a lot of time, so could you please just tell me what you're trying to say so we can get busy packing?" This only incensed him further.

"Jeez, isn't that just typical; you STILL don't get it!" He paused for a beat. It wasn't difficult for Twilight to imagine smoke streaming from his nostrils. "WE can get busy packing. Ha! I don't think I ever recall agreeing to ANY of this. I don't even recall being ASKED! You just assume that wherever YOU go, I'll be following along. Just another piece of luggage, dangling like a saddlebag!" Her frustration lessened deeply as she registered a polite interest, though both brows remaining slightly furrowed.

"Spike, I'm so sorry...I guess I was just so excited-" Spike cut across her.

"You were excited; fine, good for you! And y'know what? I'd have happily come with you. I'd have supported you, like I always do; but you went and made a decision for both of us. You asked everypony else what they wanted, but it never occurred to you that you might want to ask your so-called 'best friend' too...Or am I just a pet? I'll tell ya', it was NICE to be compared to one of Fluttershy's helpless little critters..."

He'd never spoken to her with such venom. The words cut deep. Unable to argue, she visibly slumped where she stood.

"Spike, I said I was sorry! But you've got to understand, you're just a baby!" pled Twilight. This only fanned the flames.

"I'm also a DRAGON, Twilight. Remember? Don't tell me you've never read about dragons...We stay 'babies' for decades. The day you're an old mare, I'll barely be any different. When we're adults we can sleep for a century. I'm not a baby the way you're used to, and whatever you THINK you are to me, it's NOT my Mom!"

"I-I-" spluttered Twilight, closer and closer to tears.

"Yeah, you hatched me from an egg in some entrance exam. Yeah, Celestia let you take care of me...But I'm not some pet, or some little helpless foal you have to make decisions for." He finally quieted down, but Twilight might have preferred the yelling. At least the yelling made it seem like he cared. "You go. But I'm staying here...Maybe I'll be here when you're done, and maybe I won't..."

Twilight approached Spike cautiously; he'd turned his back on her. "Alright Spike. I know you can make your own decisions...and I'm so sorry I...I..." Twilight sped to her room, barely making it inside as she finally burst into tears.

* * *

><p>Pinkie, Rarity and Rainbow Dash arranged to meet in front of Twilight's house the following day. Each of them were packed for the long haul. Twilight had moved slowly as she packed and was so distracted that she barely realized she'd been trying to stuff her telescope into a full bag. She finally made it downstairs. She'd been dreading this all day. Spike was sitting at the dining room table. He'd barely moved. Staying angry overnight didn't seem easy, for Spike had long since downgraded to a sulk.<p>

"Well...they're waiting for me outside." Said Twilight, hesitantly.

"Alright. Cool."

The response wasn't angry, but it was no less disheartening. "If you need anything, you know how to reach me."

"Right."

Twilight took a step or two towards the door, but stopped herself and walked right up to him from behind, taking one hoof and wrapping Spike in a small, fierce hug.

"I love you, Spike...and if you're not here when I'm back, I'll still love you. You'll always have a home with me. Just please, take care of yourself." Spike barely moved. Twilight was on the verge of tears again as she finally made her way out the door. She took a few deep breaths to calm herself before meeting the others outside. Try as she might, she couldn't hide her feelings from the others, especially Pinkie Pie. It was a short tale to tell, but by the time Canterlot was close enough to see individual windows, Rarity was still consoling her.

"Oh, don't you worry dear. Spike will come around. He may be rather peeved, but really he's a sweetheart."

"He wouldn't even look at me when I left." sulked Twilight.

"Aw, Rarity's right Twilight. He just got his iddy-biddy-baby dragon feelings hurt. He's only PRETENDING he doesn't want anything to do with you." Pinkie Pie said, hardly making Twilight feel any better.

"Little old Spike just needs time to simmer down." Offered Rainbow Dash, who fidgeted, feeling weird about being airborne without using her wings. "I'm betting you'll get a letter from him in no time, and you two will be back to being buds."

"I guess."

* * *

><p>Things went more or less swimmingly upon their arrival. Celestia had fixed things so that the group shared a space near the palace walls. Pinkie Pie was hired on as seasonal help by the donut shop Spike had introduced at the Gala, while Rarity was able to run her seamstress operation out of the bottom floor of the building. Rainbow Dash's reputation preceded her, and she was able to join in with the local weather team.<p>

Twilight's new studies proved challenging and exhilarating. Within the first few lessons, she had added a few more spells to her repertoire. It was basic, but she was able to ignite targets now (though given her limited practice, she'd only achieved the level of a lit match) and was capable of producing a spell that allowed her to cut through objects with a focused ray of magical power. Celestia noted that these abilities had numerous applications both as defenses and as general tools.

Meanwhile, back in Ponyville, Spike returned to the Library after a long walk. Night had fallen, and Spike saw a small, rather adorable owl perched on the windowsill.

"Oh, hey Owlowiscious." Spike greeted the owl, tired and somewhat worn down. "I've just been...thinking. I know Twilight was inconsiderate and that she can turn a little bossy, but am I being too hard on her?"

"Who?"

"Twilight...Oh wait...right. But I mean...she did say she was sorry..." Spike muttered under his breath.

"Who-who."

"Yeah, and she did really seem like she meant it..."

"Who!"

"I made her cry..." Finally, Spike seemed to slump where he stood. "Oh...I really did blow this out of proportion, didn't I?"

"Who..."

"Heh...I know you're not really saying anything, but still, it helps me think." Spike smiled at the little featherball. "Y'know what I'm gonna do? I'm gonna hitch a ride straight to Canterlot! And-" Spike opened the door, only to see something he certainly wasn't expecting.

"Uh...h-hello?" said Spike to the figures shrouded in darkness outside, who stood three feet taller than the door. One of them spoke in a smooth male voice.

"Is this the home of the unicorn, Twilight Sparkle?"

* * *

><p>In the middle of a grassy courtyard of Canterlot, Twilight Sparkle was in the midst of learning a shield spell. As her horn glowed with power, a fluorescing purple mass spread out in front of her.<p>

"Excellent, Twilight" encouraged Celestia "but try not to strain more than your magical reserves. You seem tense."

Twilight followed her advice, trying to maintain the shield without flexing from the effort. But in that moment, something whirled in emerald sparks from above Celestia's horn, falling to the floor with a smash. It was a vase, still slightly smoking.

"Spike?" Twilight whispered. As if in answer, more items emerged. A singed book. A table. A red-hot metal joint attached to a slender pipe- which emitted numerous, loud bursts of light from the open end. Twilight could have sworn she felt the noise in her chest. At first only startling the two, they soon realized that anywhere the loud, spastic thing pointed was struck by something thin, fast and seemingly invisible, cracking some sections of the opposite wall. Celestia managed to grab the curious object with her magic before it could flail towards her student. Eventually though, the noise and flashing stopped, replaced by a series of loud clicks, the open-end of the pipe smoking. In a few moments even this ceased, and the silence was deafening.

"Princess..." Twilight asked, hesitant. "what IS that...?" Celestia wore an expression Twilight hadn't seen since the night of the Gala, when they both stumbled upon chaos that had consumed the ballroom.

"I don't know...Guards!" she commanded, and a pair of golden-armored pegasai entered.

"Princess..." they bowed.

"I need you to assemble a squad and make your way to the Ponyville Library with all haste." She ordered. "Search for anything out of the ordinary, anything out of place. And find the young dragon who answers to the name 'Spike'. Bring him here if you find him. Go now!" Twilight's expression grew more and more anxious, until sheer worry forced her to speak.

"Princess, what do you mean 'IF they find him'? What's happening, is Spike in trouble?" Twilight's eyes pleaded with her mentor, who stared for a moment in contemplation.

"I haven't been entirely honest with you Twilight...When Luna and I cause an eclipse, the energies coursing between us have occasionally opened our eyes to glimpses of events that haven't happened yet. The last time, I saw NightMare Moon. I never guessed it would be my own sister."

Twilight's face filled with fear. It felt like time had sped up around them.

"This time" she continued "I saw you, consumed by a strange darkness. I wanted you safe Twilight, so I asked you to stay here, where it would be harder for somepony, or...something...to harm you."

Twilight's fears felt confirmed rather than alleviated. "But...why didn't you just tell me this from the start?"

"The future is always changing. There was no certainty in the threat, and I didn't want to frighten you if I didn't have to."

"But if it doesn't know I'm here, then it would start looking for me at home! Oh please, no...! It's my fault he's still there! I can't let this happen!" Twilight began racing from the yard.

"Twilight, NO!" Twilight stopped at the concern drenching her voice. "This will all have been in vain, and any danger Spike is in will only double if whatever responsible is still there waiting for you!"

Twilight stared at Celestia, never so uncertain in her life...and yet, only one thing could quell the terror in her heart. Her horn began to glow. "I'm sorry Princess..."

"Twilight Sparkle!" Cried Celestia, as her student vanished in a great flash.

* * *

><p>Twilight rematerialized just outside the gates of the palace. Despite her efforts, her jumps were constrained by distance, and she had to know where she was going. On the main road, she could only transport herself a modest distance. Already worn from the lesson, it cost more and more effort to make each jump.<p>

Finally, she found herself on the outskirts of Ponyville. She looked around wildly, steeling herself for whatever threat might arise...but it wasn't enough.

Her tense vigilance turned instantly to gut-wrenching horror as she looked towards the village. A fierce orange glow was coming from the place she called home: the library was on fire.

"No..." she breathed in disbelief, before galloping as fast as her legs could carry her, past shops and homes. Past the ajar doors of concerned pony-folk who watched on. Twilight wondered why they weren't helping, before she realized the Ponyville Volunteer Fire Brigade was on the scene. Great hoses led by earth ponies fought a losing battle against the massive, flaming hollow tree, which by this point had lost nearly all of its leaves to the blaze. Embers from burnt paper soared through the windows as unicorn ponies combined their power to create a giant version of Twilight's same shield spell, preventing other buildings from catching fire. Twilight heard shouts confirming that the town pegasi were on their way as well, presumably to hit the Library with a rainstorm.

"Whoa, Ma'am! I'm sorry, but this is an emergency situation! We can't have anypony too close to the building." Shouted a stallion firefighter over the roar of the inferno.

"Have you seen a baby dragon anywhere? Did he come out of the library?" Twilight asked, hoping against hope, the loss of her home and her books meaningless in light of the situation. The stallion merely shook his head.

"Nothing's come out and nothing's gone in; too dangerous in there. Paramedics are en-route, but we haven't heard a thing about anypony inside- HEY! Where are you going?" bellowed the stallion in surprise as Twilight shot past him, magically forcing the front door open like a cannon in spite of her exhaustion. It fell off its hinges, having barely held on in the first place from previous trauma. Scorch marks littered the room, surface not merely burnt, but damaged by what must have been impressive force. Even built into the wall, shelves had collapsed and dumped their payloads onto the floor to smolder.

"Spike!" she shouted, smoke stinging her eyes. "Where are you?" Twilight could barely hear her own voice above the terrifying sound. If Spike were in here, he'd never hear her. She threw objects off the floor and to the side as she looked. Cracking noises from the tree added to the already cruel sense of urgency as she rifled through rubble.

"Please Spike..." she spoke to herself, spirit falling with every bit of furniture that did not yield the diminutive dragon. "Please be okay..."

"...Twilight...!" came a weak voice that terrified Twilight. It barely carried above the sound of the rushing flames, but it was too loud to be her imagination. She found the source of the noise, beneath a stack of shelves and proceeded to lift them off. "Don't worry Spike, I'm here, I'm coming to get you!"

Finally, she saw his face, and with one final heave he was free. "Never again, Spike" said Twilight, hugging him between her cheek and fore-hoof. "I won't leave you like this ever again, I swear." Twilight traded one fear for another, as she realized Spike was having trouble moving on his own, his reactions tepid given the situation. She got him onto her back with difficulty, and used her remaining power to transport them both away from the blaze.

* * *

><p>"Twilight...you came back..." Spike murmured. They had appeared in the middle of a road in the center of town. Twilight knew the hospital was three blocks from where they stood, but she was worn down. She'd exhausted her magic, and could only trot down the road at a steady pace.<p>

"Of course I came back for you!" Twilight assured him, deeply unsettled that he seemed so weak. She kept up her pace. "I'm getting you to a doctor, just hold on tight!"

"You shouldn't have...they were looking for you...I tried to stop them..." said Spike.

"Who was looking for me?" said Twilight, anxious both for an answer, and to keep hearing Spike's voice. She was almost less frightened in the burning library.

"Tall, really tall...most were metal, but one had skin. I only saw his face..." Spike sounded more lucid as he concentrated. "Twilight...I'm so tired..." Twilight felt Spike's weight lift from her back as his grip slackened and he slipped off onto the hard, cold earth.

"Spike!" cried Twilight, who turned around to find her friend lying on his back in the dirt. She could see he was still breathing, but it seemed labored. She got on the ground next to him.

"Spike, come on, we need to move! I need you to grab hold, I can't lift you with magic this time, and you're too big any other way." Twilight finished, feeling powerless. Spike's hand reached for her withers, but he couldn't quite haul himself on. He soon gave up, lying on his back again.

"Twilight...I'm sorry I-" began Spike.

"No, I'M sorry! It's my fault you were still here! If I hadn't been so selfish, we wouldn't have fought, but I STILL should never have left you!" She was on the verge of hysterics, calling out to the darkness in desperation. "HELP! PLEASE, MY FRIEND IS HURT! SOMEPONY, HELP!"

"Twilight...tell Rarity-" but Twilight cut him off again.

"Don't you DARE start saying goodbyes!" she bawled. "Don't you start giving up! You're a DRAGON, you're FIREPROOF! Why would the bravest, toughest dragon I ever knew be beaten by a fire?" She choked her eyes watering.

It was true. Spike was bruised in a number of places, but he was not bleeding. It only amplified how helpless Twilight felt that she couldn't understand what was wrong with her friend.

"He did something...all these can things all over the floor...something flashed, a-and it felt like something was hitting me harder than I-" Spike stopped as something flew onto the roof of a building near them. Twilight called to it.

"Owlowiscious! Spike's hurt bad, please, get help!"

"Who!" and with that, the bird set off once more into the night.

"Twilight...I'm scared..." groaned Spike. Tears streamed from Twilight's fear-stricken eyes as she nuzzled him.

"I'm right here, I won't let anything happen to you..."

"The winds...it's just blowing through me...why is everything so cold now...?" Twilight betrayed a sob. All she could do was hold him tighter. She couldn't let him go. The world would end if she ever let him go...

"Twilight...I know you're not my mother...but I wouldn't have minded..." Twilight's face scrunched up in anguish.

"Neither would I...you're my best friend, Spike... I love you so much...!" she buried her head into his shoulder, beginning at long last to lose control as Spike's eyes were slowly shutting. "Spike? NO! You need to stay awake! You've GOT TO fight!"

Twilight shuddered as she despaired.

"Please...don't leave me..." she wept.

"Twi...light..." the last syllable was but a breath, as two sets of eyelids met, and Twilight felt her best friend's body slacken.

And Spike was gone...

* * *

><p>Twilight Sparkle let out a scream of suffering that shot out through the dark streets of Ponyville, and in that moment, something in her broke. She was numbed to the world around her. Rain from the village pegasi streamed down from above, as the orange glow of the Library dimmed fainter and fainter. She felt none of it. Applejack and Fluttershy arrived, but their voices sounded like they were underwater. It was as though the world had slowed down. For a long while, nothing happened, as Applejack kept her distance and bowed her head sadly, putting a hoof around Fluttershy who was instantly a mess. Nobody seemed capable of saying a word on seeing Spike lying still on the ground, Twilight, covered in mud and her coat stained from ash in the fire, tenderly curled up next to him. And for what felt like an eternity, that was how it stayed.<p> 


	2. Chapter 2

Someone was calling Twilight's name. It didn't matter though. None of it mattered. She'd long phased it all out.

"Twilight...?"

The shapes moving before her, obscured by her blurred vision, didn't matter. The mud, the muck and the cold didn't matter.

"Twilight..."

None of those things existed. All that existed was the soft warmth against her body. Warmth she was all too aware was fading away.

"Twilight, please..." repeated Applejack, whose voice seemed to come from miles away. "You'll catch yer'..." she paused, before backpedaling "You'll catch a mite a' cold, lyin' here in the rain."

She only continued to nuzzle the form next to her, like a newborn foal. Suddenly, she felt a comforting warmth across her withers and one side of her head as Applejack hugged her tightly.

"Yeh've done all you could for him, sugarcube." The strong voice told her, faltering. "Aint nothing gonna hurt him now; he's back with his family. He's back with you."

Twilight Sparkle felt the cold for the first time that night, but only because Applejack was so much warmer. She hugged back fiercely, as the tears spilled fresh and hot again. Twilight's affection for the blonde mare only increased as she noticed the tears in her gleaming green eyes. After a short while, Twilight began to notice her surroundings again. She hadn't noticed that they'd been joined by medical ponies, but apart from testing the young dragon's absent pulse, they were only on-hand to make post-mortem notes. A unicorn stallion walked up to them, excusing himself before lifting Spike's slight form off of the ground. Twilight's reaction was not unexpected.

"Wh-where are they taking him? What are they doing?" Twilight had shot to her hooves, and the tone of her voice rang with a building panic. Applejack stepped in front of the distraught mare as Spike was lowered into a white bag and sealed in by a zipper.

"I expect it'll be the...the morgue." She answered, terrified of what Twilight might do. It was worse than the freak-out she had expected; Twilight instead seemed to sag, her head hanging nearly to the floor.

"Please...don't take him away from me..." Her sobs were silent, but she visibly shuddered at each one. Finally, after Spike had been carted away, it seemed to fully dawn on Twilight.

"He's gone...Spikes'...dead..." All were saved the burden of a response when they heard the great cracking and smashing that was the final collapse of the east wing of the library's roof, which despite being cooled down into coals, was far too weakened to support its own weight. Sparks took off into the night sky like a swarm of fireflies.

* * *

><p>It had been a slow walk to Applejack's orchard home. Twilight lacked the desire to do much of anything, but neither of her friends left her side until they were safely indoors. Applejack sent Twilight upstairs for a warm bath and set aside her guest room before stopping Fluttershy, who had been halfway out the door.<p>

"Twilight's got no home now, but I reckon it aint safe for y'all neither Fluttershah'." She said gravely.

"Pardon?" came the inquisitive pegasus.

"Whatever can do-in an iron-hide, fire breathin', diamond-downin' dragon, burn a library down, then up n' vanish with only one witness...Let's just say I don't feel good about you, alone, in your cottage, a stone's throw away from the EverFree Forest. You'd best bunk here tonight."

Fluttershy seemed to understand perfectly, yet her body-language suddenly implied a desperate desire to leave. "Oh no...! What about my animal friends? Oh, I'd feel just awful if any of them got hurt!"

Applejack merely moved between Fluttershy and the front door, only keeping one hoof against the pegasus' chest as she tried to walk out. "Settle down now, would ya'? I strongly doubt anything wants to hurt them critters." Fluttershy seemed to relax. She'd stopped walking, at least.

"I asked Twilight as much as she'd bear to say, and from what she said, the thing that did this to Spike was there for HER."

Fluttershy registered polite confusion. "But why would anypony want to hurt Twilight? She didn't do anything..."

"Yeah!" came a rough female voice from the other side of the room. "Who's fixing to hurt our gal?"

Rainbow Dash, huffing with exhaustion, had flown in through a window. It was easily one of her better entrances.

"Rainbow Dash?" cried Applejack in surprise, ignoring her question entirely. "I thought you were still in Canterlot! How'd y'all get here so gosh-darn quick?"

"They don't call me Dash for giggles, AJ. Rarity and Pinkie Pie are on their way too. Princess Celestia sent us a messenger-pony that said Twilight rushed over here to help Spike, and that she needed our help. Kinda' impressed she made it back this fast..." Dash added with the ghost of a smirk, before continuing.

"I saw what happened to the Library. The weather-ponies told me Twilight was brought here."

Applejack and Fluttershy moved further indoors as Dash looked to them with worry.

"Yes, Twilight's upstairs. Applejack asked her about what happened, but she's not really in the mood to talk, after..." Fluttershy's eyes only glistened with tears.

"Well, Spike was there too, wasn't he? Where is he?" Rainbow asked, looking around, expecting to see the young dragon napping on a couch. Suddenly she gasped, before stomping the ground in anger and spreading her wings to their full length. "Those no-good...WHATEVERS' didn't kidnap him, did they?" she demanded.

"No...no they- they didn't take him." Applejack said, gravely.

"Well then where is he?"

Her face slackened. She clearly didn't want to relay this news. "Rainbow...poor little Spike...they put a real hurt on him, and-"

"They HURT him?" Rainbow Dash snorted and flapped her wings. It seemed very likely that she might break something. "So they put him in the HOSPITAL?"

"No, not the hospital, Dash. What I'm tryin' to tell ya' is..."

"Then WHERE?" Dash cried, frustrated.

"Dash...Spike's gone..."

Rainbow Dash's angry panting slowed, as confusion filled her face.

"Gone...? Gone? Whadya' mean GONE?"

"Aw, Dash, why're you making me say this...? Those things, that burned down the Library...they...KILLED him...Spike's... Spike's dead..."

Rainbow Dash's face had been twisted in confusion, but now it was like seeing a balloon deflate. Even her wings sagged until they nearly touched the floor.

"N-no..." Her voice came out in a low crack as she stared at the floor, and lowered her rump there as well. "Spike, little old Spike...? Gone..? M-murdered?"

"Oh Twilight..." she continued. "that poor filly..."

For a minute, none of them spoke a word. Finally, Fluttershy was the one to wrap a foreleg around Dash. Applejack got to her hooves and spoke.

"Don't none of ya'll worry; we'll GET whatever did this to him. Maybe we won't pay 'em back in kind, but if we have to, we'll show every whosit and whatsit in the EverFree Forest that NOPONY hurts OUR friends!"

* * *

><p>"Now, what a thing to say! There's a time and place for your little jokes, Rainbow Dash, and THIS is simply tasteless!"<p>

Rarity and Pinkie Pie had arrived by the morning, neither having the means to return to Ponyville as fast as Twilight or Rainbow Dash. Twilight had yet to come out of the guest room upstairs. Rainbow Dash was delegated the task of breaking the news to their last two friends. Pinkie Pie's hair fell from its bouncy tangle to a flatness they'd only seen when she felt her worst. Rarity wasn't as quick to believe.

"I wish it were as simple as all that, Rare'." Came Applejack, who was busy preparing apple-pancakes for the group as the towering deep-red of her brother Macintosh moseyed through the kitchen, sniffing the air in interest.

"But it's the truth. Dash wasn't there when it happened, but I saw it for mah'self, along with Fluttershah'." She finished. Rarity's heart visibly sank.

"Oh, how awful!" she cried dramatically, before drawing a handkerchief from her saddlebag and resorting to a weak whisper. "Not Spike! Not that sweet little squire!"

"Who would do such a thing to anypony? Let alone cuddly-wuddly widdle Spikey...?" sobbed Pinkie Pie, who had dissolved into noisy tears. Applejack seemed annoyed by this, but couldn't bring herself to be angry with someone for mourning.

"Pinkie, ah' know your sad, we ALL are. But could ya' try tonin' it down? You're gonna wake Granny." Ignoring this entirely, Rarity slammed a hoof on the table in anger.

"I'd venture a guess at those rapscallion Diamond Dogs! Those brutes might like nothing better than to cause us harm after besting them last time! Spike mentioned the assailants were tall?"

"Yeah, that's what Twilight said Spike said." Applejack confirmed. "But if it was Diamond Dogs what did it, why wouldn't Spike just SAY so? He's met 'em, and held his own against 'em. I don't see them managing somethin' like this neither, without getting caught." a pancake began to blacken while she was distracted.

"Jack, y'need some help with those?" offered Macintosh, who had been setting the table, unprompted. "I reckon you're a mite preoccupied."

"I'm just fine." Applejack fired back. None of them had gotten much sleep, but she was always stubborn about these things.

"No you're not, look at you; you've been up all night with this business. Let a pony who's had a good long rest mind those."

Applejack merely stepped away as her big brother took over. She smiled kindly at him as he busied himself with the batter, before a loud knocking emanated from the front door.

"Aw, what's this now...? Will the surprises never end today?" complained Applejack, under her breath. She opened the door in annoyance, but her face sprang to surprise instead.

"Uh...I'll call that a 'maybe'..."

* * *

><p>Twilight Sparkle had always heard of some ponies becoming so morose that they cried themselves to sleep. She never understood how that worked, until now. She had woken up in silence, only staring at the window where the Sun was beginning to rise, harsh yellow light hitting the opposite wall near the ceiling, spilling bounced light throughout the room behind her like an iridescent paint. For a long while, she couldn't bring herself to move. As always, however, lack of bodily motion meant her brain was able to work double-time. In this situation, it wasn't such a nice thing. In every sense, she felt Spike's death would have been easily preventable, if only one or two things had happened differently.<p>

She couldn't stand it anymore. Lying there was eating at her from within. She paced about the room a while, but this only made it worse. She never before imagined a moment were not-thinking would help her. She had to get her feelings out, or it was going to drive her insane. Finally, she found a scroll and quill. Writing would bring her catharsis.

'_Dear Princess Celestia,'_ she began. _'I've learned something, but too late, concerning the magic of friendship:_

_Arguments come and go, but real friendships survive it all...' _Suddenly, Twilight grew frustrated. The quill dug harder into the paper.

_'But if you're selfish, and leave your friends to fend for themselves, and aren't there for them when they need it,' _The scratching of the quill became feverish, and her frustration reached a fever pitch.

_'and ponies aren't honest with you, and make you blind to dangers that are swarming in around you-'_

The quill snapped. Twilight roared in anger and sadness that sprouted from so many different places. Her horn shot a magical ray that incinerated the scroll before she shunted the resulting ashes out the window. She hurled the quill at the wall as well. Despite the break, it embedded itself into the opposite wall. Twilight slumped onto the floor, shuddering from fresh sobs.

"Why..?" she whispered. "Why didn't you tell me...?"

"Because," came a soft, older voice. "I didn't want to resign you to a life of fear." Twilight whirled around. Princess Celestia herself had entered the room, towering above most of the furniture designed around the typical Equestria ponies. "I was afraid that if I told you, and there was no real danger, you might live your life in wait of an attacker that would never come. I didn't want to risk isolating you from your friends; not when you seemed so happy with them in your life."

Twilight didn't know what to say. Tears still stained her face; she felt anger and despair. Truth be told, Celestia had found her in a very compromising position. If there could be any consolation for her, it was that Celestia seemed crestfallen. Vulnerable, even.

"Oh, if only I knew then what I know now Twilight. If I had heard any sooner of the number of missing ponies from villages near the forest...I was a fool; I never suspected that the attackers had targets beyond you. The visions never give the full story, and I should have prepared for that. I've already failed our dear friend Spike...how many other ponies are suffering for my blindness?"

A single tear streamed down her face, and Twilight's surprise overcame whatever anger she had. She'd never seen Celestia cry before.

"No...no, I left. I should never have left Spike alone. If only I'd been there, then maybe-"

"Oh, Twilight Sparkle...who can know what might have been? You may well have suffered the same fate." Celestia approached Twilight, putting one of her great wings around her affectionately. Twilight sniffed.

"But...at least I wouldn't have to lose him. At least...I wouldn't have to FEEL like this!" Twilight hid her face, burying it into her mentor's wing. "It hurts, it hurts so MUCH...! I don't know what to do anymore. I'm supposed to have been studying Friendship; I'm supposed to REPRESENT an Element of Friendship...!"

She revealed her face again, but her eyes were firmly shut.

"And I'm responsible for my best friend in the world...dying..." Twilight slipped into loud, shuddering sobs, hiding her face again. "I-I don't want to live anymore! How can I ever feel good about myself again?"

At this, Celestia sat on the floor, her winged embrace becoming firmer. "Twilight, what things to say... What would Spike have wanted? Would he have wanted you to die alongside him? If the choice were yours, would you have taken his place?" Twilight nodded.

"I loved him...I STILL love him..." Twilight whispered.

"But Spike was happy. He got to see you one last time, safe and sound. The best of friends still forget themselves, they still quarrel. But the love remains beneath it all. Spike fought for you, because he loved you. In the end, you both new you cared. Those who would lie down their lives for the sake of another, truly they are the fiercest friends."

Twilight always felt like a foal in the presence of the Princess, but it was rarely to this extent.

"Will...will this pain ever go away...? Twilight asked, childishly. Celestia stared into the distance.

"I've lived longer than a hundred lifetimes, and made good friends through each. It's been so long, but I still miss so many of them. Luna and I, the alicorn kind, are cursed beings. Stewards to the two great forces of the world. Servants, doomed to live so unbearably long, and outlive so many who we come to love. The pain lessens after a while, but the longing never vanishes, not if you really loved them. But in the end, what really matters is that you remember them."

Twilight had no real response, but she looked calmer.

"You must not blame yourself, Twilight. It is, alone, the fault of whomever chose the path of murder." Celestia sighed. "And in knowing this, I fear for you Twilight."

Twilight stared at her, confused.

"The moment I saw you run from me, I knew you would stop at nothing. Your face said everything. Nothing I said or did would have stopped you, just as I know nothing will stop you from going after whatever caused Spike's death. So I'm not going to stop you." Twilight only continued to stare.

"You're not?"

"No." she replied. "I realize that you have to confront it, if you're ever to put all this behind you. I've sent soldiers into the Everyfree Forest, where ponies keep disappearing, but I have instructed them to provide you with whatever help you require, should they come across you."

"Princess," said Twilight, aghast. "I don't know what to-" Celestia cut her off, looking deeply worried.

"Just please, I beg of you, do not take the bitter path of revenge. This killer must be stopped, but please, don't blind yourself by making it personal. Don't let it pervert you into being as bad as IT is...Don't become something other than the wise, brave, loyal and loving young mare I've come to call one of my dearest friends."

"I..." peeped Twilight, scarcely able to find the words. "I won't, Princess. I promise."

* * *

><p>Celestia left the Apple Residence with a brief farewell, leaving the ponies downstairs mystified. Twilight came down shortly after, a determined look on her face. Breakfast was well underway. Despite her still flattened hair, Pinkie Pie was no less enthusiastic about her portion, prompting an occasionally annoyed glare from Rarity.<p>

"Morning everypony..." she turned to the late arrivals with a forced smile. "Thanks for coming, you guys...it means a lot. But...I've got to go."

"Go?" managed Pinkie Pie, her mouth full of pancake.

"But, go where, dear?" inquired Rarity, leering further at Pinkie's obscene table manners.

"I have to find whatever did this to Spike. I need to confront it, if I can ever be at peace with what's happened." Said Twilight, her eyes steely.

"Alright!" cried Rainbow Dash. "Count me in!"

"Alone." Said Twilight, firmly.

"Alone?" the group cried, at once.

"Nuh uh! Nothin' doin'!" said Applejack, forcefully shaking her head. "We're not lettin' our friend face something like this on her own."

"Yeah!" agreed Rainbow Dash.

"We'd never leave ya' hanging, Twilight!" cried Pinkie Pie.

"No!" shouted Twilight. "I HAVE to do this myself. Nobody else is going to get hurt because of me."

"We can take care of ourselves just FINE, Twilight Sparkle." Rarity rebutted. "We all represent the Elements of Harmony, do we not? Are you really saying that some cowardly rapscallion stands a chance against us together?"

Twilight only grew frustrated. "This isn't your fight! I'm going to face this alone, or die trying!"

"Please..." said Fluttershy, who finally piped up. Everyone turned towards her. She hadn't spoken in a long time, and she sounded serious.

"Twilight, Spike gave his life to protect you...Would you really take that away from him?"

"I..." Twilight sputtered, not having considered this line of reasoning, nor expecting to hear it from Fluttershy. She sighed. "You're right. But I still have to do this, with or without you."

Pinkie Pie's hair bounced quickly to its usual poofy self as she bounded over to Twilight and gave her a crushing one-legged hug. "We're with ya' to the ends of Equestria! But after that I might need to check on Gummy..."

"Alright!" burst Twilight, suddenly overcome and energized. "Let's go!"

She took a step towards the door before Applejack held her back. "Hold your horses there. Where are we even goin'? You're not just plannin' on combing the whole Everfree Forest, are ya'?"

"Uh..." muttered Twilight, who blushed. This had been exactly her first instinct. "Well then...maybe we should have a look at the Library?"

"Good point..." said Rainbow Dash, pondering. "They might've left some sort of clues behind."

"Well, let's get going then! We've not a moment to waste!" prompted Rarity. And with that, they cantered out the door.

* * *

><p>"Hey, AJ," said Pinkie Pie, who bounded along behind them. "Y'know how you make those super-licious-red-delicious pancakes, and some ponies call pancakes flapjacks?"<p>

"Uh..." the cowpony replied. "Yeah...?"

"Well, maybe you should call those pancakes APPLE-JACKS!" The excitable filly began laughing at her own cleverness.

"Oh, hardy harr..." groaned Applejack, as Rainbow Dash allowed herself a chuckle.

"Not bad, Pink..."

The friends made their way to the blackened remains of the Library. The wood was shiny and onyx-colored. The tree was clearly dead now, leaves incinerated, leaving it to look spooky and forbidding amongst the warm, happy buildings surrounding it. They stepped on ashes that blackened their hooves as they entered the front door. Twilight felt a chill, remembering how deafening it had been in contrast to this eerie silence. The Sun shone in from the windows, the morning light scarcely helping against the black covering every wall, preventing the warm light from bouncing and filling the structure. It was the same Library, but it now seemed distinctly alien. The horse bust in the center of the foyer was disfigured, and an unwelcome sight.

"Oh no...Twilight...your home..." whimpered Pinkie Pie.

"Well," shrugged Twilight. "Home is where the heart is..."

"Let's spread out." Suggested Rainbow Dash. "Look for anything here that that wasn't here before."

"Be careful, y'all." Said Applejack, as they began walking. "I reckon this trunk aint as solid as it were yesterday..."

They made their way carefully through the wreckage. Now and then, they saw the golden lettering on the spine of a book glinting back at them, not quite burnt. All else was the bitter scent of smoke, and bleakness.

"Ulgh!" cried Rarity, lifting a hoof up and examining it. "This ash is going to stain my coat!" She then shrieked as Pinkie Pie, black as a miner save for her brilliant blue eyes, burst out from a pile of soot and debris she had been sifting through.

"No time to be a fussy-McFusserson, Rarity! We've got clues to uncover, mysteries to solve! Leave no desk upturned, no chimney un-swept!"

Twilight carefully ascended the steps to her room. She walked along the edges closest to the walls, wary of the weakened wood. Opening the door to her room and study, she finally felt a pang in her heart as she imagined what it had looked like before, compared to what it was now. The ceiling had collapsed, the upper-story window breaking as an entire branch had smashed inside, not stopping before it broke through the floor and embedded itself there. She closed the door. If there was anything in there, drinking in this carnage wasn't worth it.

"Hey!" shouted Rainbow Dash. "Check this out, guys!"

Twilight made her way back as quickly as caution allowed. The others were gathered around the open doorway to the Library's basement. It was dark inside, but from what they could tell...

"The fire barely touched anything down there!" Dash elaborated. Twilight edged through the door.

"This door was open when you found it?" she asked. Rainbow Dash nodded in reply. "Then whatever happened involved the basement. Spike had no reason to go down here, and I always keep this door shut. I'll get the light..."

Her horn lit up like a searchlight as she ventured in, followed by the others. Indeed, while the fire had certainly spread down here, it had only gone so far. The tree's roots had been singed, but remained, casting sinister-looking shadows upon the walls as Twilight waved the light towards areas of interest. Finally, she gasped as she reached the bottom, and found a large, reflective mass on the floor. On closer inspection, it appeared to be metallic, gleaming dark grey, silver, or purest white, depending on the placement. It was big, nearly twice the size of a pony. On first glance, it was a crumpled pile of pipes, panels and wires.

"Land sakes...what in Equestria is THAT freaky contraption?" whispered Applejack. Twilight steeled herself.

"Let's find out..." Her horn's magical aura spread as she attempted to move the thing, but it barely moved before her magical grip died. Confused by this, she tried a second time, to even less effect.

"It's...enchanted, somehow. It's not responding to my magic!" Rainbow Dash crept passed her.

"Well, looks like it's down to some elbow-grease..." she said, grabbing a loose-end in her teeth and pulling it. The object moved with her, untangling itself and suddenly looking far more ordered from this new angle and orientation.

"It looks almost like a creature of some sort." Rarity commented. "Yet it's clearly some sort of machine..."

They looked on in wonder. Indeed, the thing clearly had three bottom limbs that must have been legs of some kind, if stubby-looking. An abdomen and chest were clearly defined, if slender. Two arms joined the chest, with what could only be a head sitting atop it, a glassy black mask covering it, betraying nothing in the way of facial features. Not even ears. It reminded Twilight forcibly of the mannequins of Rarity's boutique. On its right forelimb, in place of a hoof was a hand, a feature Twilight only knew from reptiles or primates.

"Spike said there were three of them." Added Twilight. "One had skin, but the other two were metallic. I didn't understand what he meant; I thought maybe they were some sort of masks or armor. But this..."

"Yeah," said Rainbow Dash. "This thing is like armor that moves by itself. But if it's got some spell on it making it immune to magic...I don't get how it could do that."

"Well," huffed Rarity, spitefully. "This at least leaves only two of the scoundrels to find."

"Hoo-wee," replied Applejack. "Spike did a number on this one. Be proud, Twi'; he took this one with him."

Twilight surveyed the damage. She understood almost nothing about this metal puppet, but she knew the jagged puncture in its chest was unlikely to be a choice of the designer. She also noted the stump of its left arm; the one facing away from them. It seemed to have been snapped off, and she remembered the loud flashing object that Spike had accidentally sent to Celestia the night before (had it only been last night?) which she long concluded must have been some sort of weapon.

"Wait a minute..." remarked Twilight. "That makes no sense. When Spike was fighting this thing, he clearly sent part of this things limb to the Princess. She was able to grab onto it just fine with magic."

Rarity shrugged. "Well, it IS the Princess after all. Maybe the enchantment weakened for a smaller object, or was simply not strong enough to stop her?"

"Hey!" chirped Pinkie Pie, pointing with a hoof. "It's got letters on its face!"

Twilight aimed her light onto the black mask, revealing what Pinkie Pie was referring to. Rather than drawn on, the harsh relief from the light showed they were molded into the shape.

"M...A..." read Pinkie Pie. "Anypony know what that's for?"

"Martial Arts?" said Rainbow Dash.

"Mechanical Advantage, the mechanical multiplier of input force?" posited Twilight.

"M-mature Audiences'?" said Fluttershy.

"I'll bet it's a name." said Rarity. "In either case, two letters is hardly anything to go by."

"At least we have a better idea a' what we're up 'gainst." Consoled Applejack, who didn't seem convinced of her own words.

"Let's get out of here." Said Twilight. "There's no more point if this is as far as we've gone."

All were agreed, making their way back out. Fluttershy seemed most eager to escape the darkness of this place. Before Twilight left though, she noticed some of her equipment was missing from the basement. She made a mental note of it, but couldn't imagine what use the measuring devices might be to their foes...

* * *

><p>"So, " asked Twilight. "What do we know so far?"<p>

The friends were gathered around a fountain in the village square. Thus far, it seemed that they'd already hit a dead-end.

"Whoever they are, they've got some real fancy tools, and don't give a lick if they have to murder to get what they want." Said Applejack.

"I...I still don't understand." Sighed Fluttershy. "Monsters try to eat ponies and other animals, but they're not very smart, and it's not their fault. But whoever did all this, they HAD to be smart. How can somepony not know better? I've never heard of that happening before."

"Well, we know they're not ponies. Maybe they're some smart animals that are born crazy or something? I've heard of crazy ponies doing stuff like this before." Offered Rainbow Dash.

Fluttershy gasped. "No...!" But Dash only nodded, looking wide-eyed and serious.

"Yeah! Some ponies lose it, and they start hurting other ponies!"

"Rainbow Dash!" scolded Rarity. "Stop it! You're scaring the poor girl!"

"Well, the truth CAN be scary, Rar'."

"Hey! Twilight!" came a voice from the other side of the square. They turned their heads to see a hot-pink pony with a short blond mane gallop over to them.

"Lily?" said Pinkie, which hardly surprised any of them. She did know EVERY pony in Ponyville after all...

Her face etched with concern, Lily, one of the town florists, stopped in front of them, frantic.

"Twilight, you really need to come with me!"

"Where? What's the rush?" Asked Twilight.

"To the zebra, Zecora's house!" Murmers of confusion sprang up between them before she continued. "You see, I was expecting my cousin Plumeria days ago for a visit. She's from Stalliongrad, and had to take the old path through the Everfree Forest! Zecora found her staggering through the woods, babbling some nonsense. She's been unconscious for days, and Zecora found me after she woke up last night! She wants to speak to somepony who can help her; she says something took her friend on the way here and attacked her! I..."

The rant had been top-speed, while each new piece of information left the six girls wide-eyed. Twilight spoke.

"Why tell ME this? I'm interested, but wouldn't you tell the guardponies first?"

"Well..." Lily began. "I heard about what happened last night. I saw the fire myself. I wondered maybe if the ones who did this to my cousin and her friend had anything to do with it. I thought maybe you had a right to know first."

Twilight looked back at the others, who seemed to share her attitude. It wasn't a lot, but it was a better lead than they were following.

"Alright." She said. "Lead the way."

With that, Lily went into a gallop, the others right behind her as they took to Zecora's forest dwelling.

* * *

><p>Even given past experience, the group felt especially wary of the dense forest as they approached the zebra's home. The gnarled branches of the tree she'd made her home would have reinforced their fears once, but now it was a perfectly welcome sight. Lily called out as they approached.<p>

"Zecora! I brought Twilight!"

A deep voice issued from within as the door opened.

"Be quick and come in; don't linger long! In the forest, these days, much can go wrong..."

They filed inside, to see the zebra mare waiting for them. Twilight was on the best terms amongst them, so naturally she spoke first.

"Zecora, I came as soon as I could. What's she been saying?"

Zecora's face was grave and uncertain, as she motioned towards a door and room Twilight had not entered before.

"Fits of fear and tales of doom. She waits for you, within this room."

"You should go in alone with me, Twilight. It might be better if she's not crowded."

They entered a small bedroom with a modest cot. Sitting at the foot of the bed was the red-haired unicorn, covered in scrapes and bruises. She had been rapt in a thousand-yard stare before they entered the room. She eyed Twilight, uncertain.

"Who are you?" Plumeria asked, her tone rife with mistrust. Twilight replied, keeping her voice as soft and unthreatening as possible.

"My name is Twilight Sparkle. I'm- I was the Ponyville librarian. I'm here with my friends." Plumeria merely nodded.

"Where are the town guards? I need to speak to someone who can help, not a librarian." Twilight felt stung by this dismissal, but bit back the hasty retort she was considering. Instead, Lily came to her defense.

"Twilight and her friends have done a lot for the town in the past, Plumy." Plumeria winced at Lily's pet-name, but didn't reply. "They're the ones who stopped the Mare in the Moon a year ago."

"Plumeria," beseeched Twilight. "We need to know about what happened to you in the forest, and where. I know your friend was taken. I...I had a friend...'taken'...as well."

This seemed to grab her attention.

"His name is Peppermint...He never even wanted to come along."

"It's not your fault." Twilight cooed, hardly able to sympathize more with the distraught mare.

"Yes it is!" Plumeria snapped. "I led us right into that cave..."

"Cave?" asked Twilight. Plumeria shuddered.

"The path skirts the mountains at some points. We found a place where the path was taken out in a rockslide, and both of us fell down too. I saw something move in the rocks and went to investigate. There was a cave..."

Her breathing became short and ragged as she recounted the terrors with a dead gleam in her eyes. "Pep' didn't want to go in, but he followed me anyway. There was a big metal wall with strange lights on it, and they blinked in patterns. We figured out it was some kind of test. When we got it right, the wall fell into the ground, and inside everything was made of dark metal walls, glass and lights. It was so dead and clean and unnatural...!"

"And then what?" asked Twilight, who felt instantly justified in coming here. An abundance of metal and glass sounded too similar to their own findings at the Library. Little tremors in her hooves revealed her horror as Plumeria continued.

"And then...there was a voice...a friendly voice like a stallion coming from the walls. It welcomed us, but it sounded so wrong...something about it sounded like it didn't understand what it was saying, I don't really know how to explain it. It congratulated us for beating the test and said we were smart and...and then the wall behind us closed. We were trapped! And...and it went quiet for so long..."

"You said it welcomed you." Twilight probed. "Did it say anything about who ran it? Any names?"

"All I remember was one name. I didn't catch all of it. It was like 'Anvil', or something. It didn't sound like a pony's name at all."

Lily looked to Twilight, as if she would understand the name any better, but was only met with Twilight shaking her head.

"So, you were trapped. For how long?"

"Only a few minutes." Responded Plumeria, whose answer surprised them. "And then..."

Plumeria recoiled and whimpered at the memory. "Th-the tiles opened up...Peppermint...he got dragged back through with them...! I used my magic and forced them away, but I sprained my ankle making one let go. And then I forced the wall open behind me and ran...and that's all I know."

Plumeria curled up on the cot. Lily went to her side and rubbed her back affectionately.

"Thank you." Said Twilight, as kindly as she could. "Plumeria, I'm going to do everything I can to find your friend, and anypony else they might have taken."

Twilight made to step back out, before hearing Plumeria deliver one last warning.

"Please, be careful..." whispered Plumeria. "Whatever they are, they're nothing like ponies. Nothing like animals. NEVER drop your guard..."

* * *

><p>By noon, the group had everything prepared for their expedition, saddle-bags full of provisions and gear. Applejack had brought lots of rope and harnesses in case their path turned treacherous, as well as the usual supply of apples and apple-based confections. The Library had been a major go-to spot for maps, but Twilight had been able to borrow one from the Town Hall. It had occurred to Rarity that given their enemy, they might want to appropriately arm themselves. She therefore procured a number of (surprisingly comfortable) diamond horseshoes, to add "a bit more kick." Naturally, she built rubber grips into them for traction, given the metallic nature of the mysterious cave. One wouldn't do to trip over their own hooves in such a place, after all.<p>

The path began close to Zecora's home, but wound deeper into the heart of the forest than any of them had ventured. Not even their first binding expedition to the temple of The Ancient Pony Sisters had brought them here. Yet, they encountered little danger as the path wounds its way towards a series of mountains jutting up within the forest's northern edge. They were startled at one point when a family of minotaur stampeded across the path, ignoring them entirely. They hadn't missed the fact that they were running exactly in the opposite direction of the mountains. Eventually, the path came up along the mountains, rising up natural cliffs that had been tamed by pony trailblazers long ago. Nearly the entire ridge went by, and they saw no evidence of the trail vanishing as Plumeria had said. That was, until Rainbow Dash called to them after taking a minute to stretch her wings and glide on the natural mountain updraft.

"Hey! Wait a second!" Rainbow remarked, landing.

"What?" asked Twilight.

"We're here." She stated, to the confusion of everyone. "You can't see it from the ground, but this path was rebuilt. The dirt's looser-looking. And look down at the trees."

They did, and saw what she was talking about.

"Well button my lip, those trees are covered in dirt!" exclaimed Applejack.

"Wait," said Twilight, piecing it together. "So they FIXED a landslide?"

"One way to find out..." said Rainbow Dash, as she stomped a hoof into the ground. As she hoped, it sunk far further into solid ground than it ought to have.

"Alright ladies, X marks the spot!"

They began excavating, (aside from Rarity, who "supervised") and it became apparent that they were getting somewhere. A mere ten minutes and they had made a pit five feet deep. At long last, Pinkie Pie's horseshoes made a clanging sound as they struck something hard.

"Hey!" Pinkie cried. "I hit something!"

"Let's clear this off." Said Twilight. They revealed a dark grey series of metallic tiles. Rather than a seamless wall, the tiles seemed independent of each other, straining against the weight of the dirt.

"That's what happened!" proclaimed Rainbow Dash. "They couldn't bury it all, so they built this and just tossed dirt over it."

"In a few days?" Fluttershy gawked.

"Well they didn't do a great job." Said Twilight. "This looks flimsy. Let's see if we can't get in."

Twilight used her magic on a tile. It resisted her attempts to lift it, actively, as though being pulled by someone on the other side. Inevitably, it yielded, revealing an underside held by a struggling metallic limb mounted to a small machine onto a tile ten times the size of the tile she'd forced open.

"What in tarnation?" cried Applejack, eyeing the spectacle with fascination and fear.

"I'd say this leg-thing, whatever it is, runs the same way that machine at the Library did. There's enough space underneath; let's go!"

They hopped under the tile into the superstructure of this living wall. They found the entire wall was made of these tiles, as similar machines let off small amounts of orange light from bulbs. The larger tiles underneath had larger versions of the mechanical limbs, instead mounting the device on the edge of one tile; the tile on the other end of the limb was immediately adjacent to it. In the dull orange light, things seemed alien. Twilight noted that she felt less sure of herself in these surroundings, than out where the Sun and sky were visible.

"I hate to ask, but...now what?" Rarity whimpered. Twilight sputtered in response, similarly uncertain, before Pinkie Pie let out an enthused "Ooh!" while gazing at on of the larger arms, and a green hoof-sized cylinder set into it like a jewel.

"Button button, whose got the button? I think Pinkie Pie does!" she cried, making to push it.

"Pinkie Pie, wait!" shouted Rainbow Dash, but too late. The large tile beneath them tipped with a hissing sound as it opened further into the structure. There was much shouting as they were effectively dumped into total darkness, hitting the cold floor in a heap after a short fall. After a moment, they heard the tile above them sink back in place with the rest of a ceiling they couldn't see. A moment more of silence, and suddenly Twilight was blinded by bright lights that came on with a deep clicking noise that echoed through the room. She rubbed her eyes as she adjusted to the light, before a warm, enthusiastic and fake male voice spoke from the walls.

"Hello visitors, and welcome to the 'Mandeville Arms' Research and Development 'All-In-One' Headquarters."


End file.
